“Software” means (a) all of the contents of the files, download packages or other
media (including electronic media) with which this Agreement is provided or such
contents as are hosted by BuyerDeck.com
“Use” or “Using” means to access, install, download, copy or otherwise benefit from
“Computer” means a device that accepts information in digital or similar form and
manipulates it for a specific result based upon a sequence of instructions.
“BuyerDeck”, “We” or “Us” means the trading arm of BuyerDeck Ltd with offices at 1
Serenaders Road SW9 7QP London UK
Acceptance of Terms.
This Terms of Service, (the “TOS”), is an agreement you must accept in order to use
BuyerDeck’s Service (as defined below). It is applicable to (a) “Users” -- this
includes Primary Users who initially set up the Service and other Users that are
granted ownership privileges by the Primary User; (b) Buyers – users who are invited
to join an existing project that has already been created by a User. The terms “you”
and “users” encompass all users, including both sales users and buying users. This
document describes both your rights and your obligations as part of using the
Service. It is important that you read it carefully because you will be legally
bound to these terms by BuyerDeck Ltd . “BuyerDeck” only provides its Service (as
defined below) to you subject to this TOS. By accepting this TOS or by accessing or
If you are entering into this TOS on behalf of a company or other legal entity, you
represent that you have the authority to bind such entity, its Users, its
Administrative Users, and its affiliates to this TOS. In that case, the terms “you”
or “your” shall also refer to such entity, its Members, its Administrative Users,
and its affiliates, as applicable. If you do not have such authority, or if you do
not agree with this TOS, you may not use the Service. You acknowledge that this TOS
is a contract between you and BuyerDeck and it governs your use of the Service.
As our business evolves, BuyerDeck may change this TOS. You can review the most
current version of the TOS at any time by visiting this page. If any change to this
TOS is not acceptable to you, your only remedy is to cancel your account and stop
using the Services.
As part of the registration process, you will identify an Owner’s user name (in the
form of an email address) and password for your account. You may use these
credentials to invite individuals to become Users (each with their own password)
under your account. You are responsible for maintaining the confidentiality of your
login, password, and account and for all activities that occur under your login or
account, including the activities of members.
Description of Service.
The “Service(s)” means (a) BuyerDeck’s real-time buyer seller collaboration,
messaging, analytics services and technologies, as well as the website
http://BuyerDeck.com (the “Site”), and (b) all software (including the Software, as
defined below), applications, data, reports, text, images, and other content made
available by or on behalf of BuyerDeck through any of the foregoing. The “Service”
does not include Your Data (as defined below) or any software application or service
that is provided by you or a third party, which you use in connection with the
Service, whether or not BuyerDeck designates them as “official integrations” (each a
“Non-BuyerDeck Product”). Any modifications and new features added to the Service
are also subject to this TOS. BuyerDeck reserves the right to modify or discontinue
the Service (or any Service plan) or any feature or functionality thereof at any
time without notice to you. All rights, title and interest in and to the Service and
its components (including all intellectual property rights) will remain with and
belong exclusively to BuyerDeck.
Access and Use of the Service.
You may access and use the Service only for lawful, authorized purposes and you
shall not misuse the Service in any manner (as determined by BuyerDeck Ltd in its
sole discretion). Administrative Users shall be responsible for all actions by users
on their team. You shall comply with any codes of conduct, policies, storage
limitations, or other notices BuyerDeck Ltd provides you or publishes in connection
with the Service from time to time, you shall promptly notify BuyerDeck if you learn
of a security breach related to the Service.
Any software that may be made available by or on behalf of BuyerDeck in connection
with the Service, contains proprietary and confidential information that is
protected by applicable intellectual property and other laws. Subject to the terms
and conditions of this TOS, BuyerDeck only grants you a personal, non-sublicensable
and non-exclusive license to use the object code of any Software solely in
connection with the Service. Any rights not expressly granted herein are reserved.
BuyerDeck reserves the right to use your name as a reference for marketing or
promotional purposes on the site and in other communication with existing or
potential BuyerDeck customers. For example, we might list your company on one of our
web pages under lists of BuyerDeck customers. We don’t want to list customers who
don’t want to be listed, so you may send an email to email@example.com stating
that you do not wish to be used as a reference.
Ownership Rights. BuyerDeck and its suppliers own and retain all right, title and
interest in and to the Software, including all copyrights, patents, trade secret
rights, trademarks and other intellectual property rights therein. Your possession,
installation, or Use of the Software does not transfer to you any title to the
intellectual property in the Software, and you will not acquire any rights to the
Software except as expressly set forth in this Agreement. BuyerDeck reserves the
right to discontinue the Software without notice at any time for any reason
including, but not limited to launching of or discontinuing a development of a
commercial version of the Software.
To the extent you use a Service plan that is made available for a fee, you will be
required to select a payment plan and provide BuyerDeck accurate information
regarding your credit card or other payment instrument. You will promptly update
your account information with any changes in your payment information. You agree to
pay BuyerDeck in accordance with the terms set forth on the site (currently,
BuyerDeck.com/pricing and related pages) and this TOS, and you authorize BuyerDeck
to bill your payment instrument in advance on a periodic basis in accordance with
If you dispute any charges you must let BuyerDeck know within sixty (60) days after
the date that BuyerDeck invoices you. All amounts paid are non-refundable and we
reserve the right to change our prices in the future. If we increase our prices for
your Service plan, we will provide notice of the change on the Site and email to you
at least 30 days before the change is to take effect. Your continued use of the
Service after the price change goes into effect constitutes your agreement to pay
the changed amount. BuyerDeck may choose to bill you through an invoice, in which
case, full payment for invoices issued must be received by the date specified in the
Your Data Rights and Related Responsibilities.
"Your Data" means any data and content you upload, post, transmit or otherwise made
available via the Services (which may include data you elect to import from
Non-BuyerDeck Products you use). "Your Data" includes messages you send, files you
upload, comments you make on files, profile information and anything else you
create, enter or upload into the Service. BuyerDeck will make commercially
reasonable efforts to ensure that all facilities used to store and process Your Data
meet a high standard for security. For more information on our current practices and
policies regarding data privacy, security and confidentiality, please see
https://buyerdeck.com/security we keep that document updated
as these practices and
policies evolve over time.
In order for us to provide the Service to you, we require that you grant us certain
rights with respect to Your Data. For example, we need to be able to transmit, store
and copy Your Data in order to display it to you and your Buyers, to index it so you
are able to search it, to make backups to prevent data loss, and so on. Your
acceptance of this TOS gives us the permission to do so and grants us any such
rights necessary to provide the Service to you, only for the purpose of providing
the service (and for no other purpose). This permission includes allowing us to use
third-party service providers (such as Rackspace Hosting Services) in the operation
and administration of the Service and the rights granted to us are extended to these
third parties to the degree necessary in order for the Service to be provided.
If any users send us any feedback or suggestions regarding the Service, you grant
BuyerDeck an unlimited, irrevocable, perpetual, free license to use any such
feedback or suggestions for any purpose without any obligation to you.
You are solely responsible for your conduct (including by and between all users),
the content of Your Data, and all communications with others while using the
Services. We may choose to review Public Content (as defined below) for compliance
with our policies and guidelines, but you acknowledge that BuyerDeck has no
obligation to monitor any information on the Services. However, BuyerDeck may remove
or disable any Public Content at any time for any reason or for no reason at all.
For example, if you upload files that do not belong to you and use the “Get Public
Link” feature to make these files available publicly, we maydelete those files. We
are not responsible for the accuracy, appropriateness, or legality of Your Data or
any other information you and your users may be able to access using the Services.
The Services provide features that allow you and your users to share Your Data and
other materials with others or to make it public. Please consider carefully what you
allow to be shared or made public.
Collection of Certain System Information. BuyerDeck employs certain applications and
tools through its application website to retrieve information about your computer
system to assist us in the provision and support of services that you have chosen to
use. This information is essential to enable us to provide you with quality service.
Representations and Warranties.
You represent and warrant to BuyerDeck that (i) you have full power and authority to
enter into this TOS; (ii) you own all Your Data or have obtained all permissions,
releases, rights or licenses required to engage in your activities (and allow
BuyerDeck to perform its obligations) in connection with the Services without
obtaining any further releases or consents; and (iii) Your Data and your other
activities in connection with the Service, and BuyerDeck’s exercise of all rights
and license granted by you herein, do not and will not violate, infringe, or
misappropriate any third party’s copyright, trademark, right of privacy or
publicity, or other personal or proprietary right, nor does Your Data contain any
matter that is defamatory, obscene, unlawful, threatening, abusive, tortious,
offensive or harassing.
You also agree not to:
upload, post, transmit, or otherwise make available any of Your Data that is
unlawful, harmful, threatening, abusive, harassing, tortious, defamatory,
vulgar, obscene, libelous, invasive of another's privacy, hateful, or
racially, ethnically, or otherwise objectionable;
use the Service to harm minors in any way;
impersonate any person or entity, including, but not limited to, a BuyerDeck
employee, Administrator, Owner, or other Member, or falsely state or
otherwise misrepresent your affiliation with a person or entity;
manipulate identifiers in order to disguise the origin of any of Your Data;
upload, post, transmit, or otherwise make available any of Your Data that
you do not have a right to make available under any law or under contractual
or fiduciary relationships (such as inside information, proprietary and
confidential information learned or disclosed as part of employment
relationships or under nondisclosure agreements);
upload, post, transmit or otherwise make available any of Your Data in a
manner that infringes any patent, trademark, trade secret, copyright or
other proprietary rights of any party;
sublicense, resell, rent, lease, transfer or assign (except as permitted in
Section 16) the Service or its use, or offer the Service on a time share
basis to any third party;
use the Service to upload, post, transmit, or otherwise make available any
unsolicited or unauthorized advertising, promotional materials, "junk mail,"
"spam," "chain letters," "pyramid schemes," or any other form of
use the Service to upload, post, transmit, or otherwise make available any
software viruses or any other computer code, files or programs designed to
interrupt, destroy or limit the functionality of any computer software or
disrupt the normal flow of dialogue, or otherwise act in a manner that
negatively affects other users' ability to engage in real time exchanges
using the Service;
interfere with or disrupt the Service or servers or networks connected to
the Service, or disobey any requirements, procedures, policies or
regulations of networks connected to the Service, including using any device
modify, adapt, or hack the Service, including by using any non-public
BuyerDeck APIs, or otherwise attempt to gain unauthorized access to the
Service or its related systems or networks.
intentionally or unintentionally violate any applicable local, state,
national or international law in connection with your use of the Service,
including, but not limited to, any data, privacy, or export control laws;
collect or store personal data about other users in connection with any of
the prohibited conduct and activities set forth above.
You acknowledge, consent and agree that BuyerDeck may access, preserve and disclose
your account information and Your Data if required to do so by law or in a good
faith belief that such access preservation or disclosure is reasonably necessary to:
(i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that
any of Your Data violates the rights of third parties; (iv) respond to your requests
for customer service; or (v) protect the rights, property or personal safety of
BuyerDeck, its users and the public. BuyerDeck’s policies for responding to user
data requests from law enforcement entities and other third parties are described
This TOS will continue in full effect unless and until your account or this TOS is
terminated as described herein. Service plans that are paid monthly will
automatically renew for additional months, and Service plans that are paid annually
will automatically renew for additional years. You have the right to deactivate your
account at any time by using the user deactivation interface provided at
Only Primary users have the ability to
deactivate and delete other users.
We reserve the right to deactivate and delete your account (or the access privileges
of any Member) and terminate this TOS at any time for any reason, or no reason, with
or without notice. Without limiting the foregoing, BuyerDeck may, in its sole
discretion, publish policies whereby we delete your account for prolonged
inactivity. Upon any termination of this TOS, we will have no obligation to maintain
or provide Your Data. If your team’s account is deleted, we will delete or destroy
all copies of Your Data in our possession or control, in a reasonably expedient way,
unless legally prohibited.
All accrued rights to payment and the terms of Section 5 shall survive termination
of this TOS.
Disclaimer of Warranties.
The Services may be temporarily unavailable for scheduled maintenance or for
unscheduled emergency maintenance, or because of other causes beyond our reasonable
control, but BuyerDeck shall use reasonable efforts to provide advance notice of any
material scheduled service disruption. Further, you understand that Your Data may be
transmitted or handled in an unencrypted manner if you choose to use unencrypted
gateways to connect to the Service. Additionally, while BuyerDeck takes steps to
ensure that information provided to its third party vendors and hosting partners is
transmitted using reasonable security measures, it does not guarantee that these
transmissions will be encrypted. Accordingly, you acknowledge that you bear sole
responsibility for adequate security, protection and backup of Your Data. BuyerDeck
will have no liability to you for any unauthorized access or use of any of Your
Data, or any corruption, deletion, destruction or loss of any of Your Data.
Free Software. This product may include some software programs that are licensed (or
sublicensed) to the user under the GNU General Public License (GPL) or other similar
free software licenses which, among other rights, permit the user to copy, modify
and redistribute certain programs, or portions thereof, and have access to the
source code (“Open Source Software”). The GPL requires that for any Open Source
Software covered under the GPL, which is distributed to someone in an executable
binary format, that the source code also be made available to those users. For any
Open Source Software covered under the GPL, the source code is made available on the
download package. If any Open Source Software licenses require that BuyerDeck
provide rights to use, copy or modify a Open Source Software program that are
broader than the rights granted in this agreement, then such rights shall take
precedence over the rights and restrictions herein.
THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS”
AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND BUYERDECKEXPRESSLY
DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT BUYERDECKDOES NOT
WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR
VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU
FROM BUYERDECKOR THROUGH THE SERVICE
Limitation of Liability. Under no circumstances and under no legal theory, whether
in tort, contract or otherwise, shall BuyerDeck be liable to you or to any other
person for loss of profits, loss of goodwill, or any indirect or consequential
damages or damages for negligence including without limitation, damages for loss of
goodwill, loss of data, computer failure or malfunction, or for any other damage or
loss. In no event shall BuyerDeck be liable for any damages in excess of the price
paid and/ or payable for the Software, if any, even if BuyerDeck has been advised of
the possibility for such damages. This limitation shall not apply to liability for
death or personal injury to the extent that applicable law prohibits such
limitation. Nothing contained in this Agreement limits BuyerDeck’s liability to you
for its gross negligence or for the tort of fraud.
This Agreement shall be governed by the laws of England and Wales without regard to
the choice or conflicts of law provisions of any jurisdiction, and any disputes,
actions, claims or causes of action arising out of or in connection with this
Agreement or the Service shall be subject to the exclusive jurisdiction of the